Tall Tails
by Sam deLittle
Summary: When a basketball game at Gwen's school gets attacked, Ben and Gwen are convinced that their former arch enemy Dr. Animo is behind it. And with Kevin and Gwen fighting, will the team be able to stop whatever's behind the attack? Gwevin KxG .
1. Chapter 1

Hey guys. :3 So I've decided to take a break from drabbles to actually write a full-length fanfic. (gasp) Yes, I know, it's a miracle.

This is basically my own "episode" of B10:AF. I'm not really sure how many chapters it'll be...I mean, I know what's going to happen, I just don't how long it'll take me to write it all in. XD

Anyway, being the rabid Gwevin fangirl I am, this story will be VERY Kevin x Gwen.

* * *

"…remind me why I'm here."

"Gwen asked us you to come."

"Right."

Ben chewed on his churro, his eyes going back and forth across the court as the basketball game went on. Ben knew little to nothing about basketball, but Gwen had asked both him and Kevin to come and watch her friend play in the semi-finals. The girl's varsity basketball team at Gwen's school was consistently good, but this was the first year in awhile that they were so close to the championship and Gwen had insisted on coming to watch the play-offs.

"I'm bored out of my mind," Kevin sighed, looking down at where Gwen sat. Gwen had found herself a space near the front, watching the game intently and cheering on her friend. "And why the heck are you even here? You don't even go to this school."

"What else do I have to do?" Ben shrugged, biting off another piece of his churro. "And why do you care if I'm here?" he smiled and looked at Kevin, a smug expression on his face. "Awww, did you want a little _alone_ time with Gwen?"

"Do you want that churro shoved up your nose?!" Kevin asked, grabbing the collar of Ben's jacket.

"Hey, hey, sorry!" Ben smiled. He used to be scared of Kevin's threats, but he knew that the teen had more bark than bite. "You're right, I shouldn't have come. If I wasn't here, you could've stared at Gwen some more, thinking about how pretty she is and how you really _should_ ask her out but won't."

"Okay – I'd get your freaky watch ready cause I'm about to kick some Tennyson butt!"

Kevin and Ben were interrupted by the buzzing sound that told the crowd it was the end of the quarter. The teams retreated to their benches for a short meeting with their coach, and the cheerleaders all got ready to do a cheer. Gwen took this as a prime opportunity to walk up towards Ben and Kevin who were sitting up higher on the bleachers. "Isn't this exciting?!" she asked. "Katie's doing great out there!"

"Yeah, your school's team's pretty good," Ben agreed, Kevin releasing him.

"Goooo Cougars!"

Gwen, Ben, and Kevin all looked down to see the cheerleaders doing a rather impressive routine. They had made three different tiers, with three different flyers on the top, kicking their legs straight up and waving their pom-poms. Gwen's eyes rested on the cheerleader in the center, a pretty girl with straight honey colored hair that fell to her shoulders. The girl had a confident smirk on her face, and wore a lavender headband that matched her white and purple uniform. Gwen and the girl's eyes met, and the girl's smirk only got wider. Gwen sighed and looked away, disgusted. "Woah, there was like a novel between the lines there," Kevin joked, smirking at Gwen. "You got a beef with that cheerleader?"

"Cassie Redwood," Gwen spat out. "Only the most selfish, self-absorbed, arrogant brat in the school. She just _loves_ to make fun of me."

"Make fun of you?" Ben asked, raising an eyebrow. "What's there to make fun of?"

"Oh, just that I'm a suck-up and a know-it-all and a dweeb," she sighed, and then turned to Ben. "Everything you used to make fun of me for."

"She's just jealous," Ben assured her.

"Yeah, you may be a know-it-all, but some people like that sorta thing," Kevin said, and Gwen turned to him, frowning. He looked back at her. "Yeah, just kidding."

"You were not!" Gwen said, folding her arms in front of her. "Is that what you think? I'm a know-it-all?"

"No, I was just joking!" Kevin said, his defensive side rearing his ugly head. "Can't you take a joke?"

"Well sorry I'm so insufferable!" Gwen frowned. "Or should I should small words so I don't sound so smart?"

"Hey, are you saying I'm dumb?" Kevin asked, and Ben could tell that tensions were beginning to rise.

"Now guys," Ben said, trying to get between them, to no avail.

"No," Gwen lowered her voice, once again imitating Kevin. "I was just joking! Can't you take a joke?"

"Whatever!" Kevin stood up and walked past Gwen and Ben down the stairs of the bleachers. "I'll wait for you two in the car. This whole thing is stupid anyway! This is the last time I bring you anywhere – I'm tired of playing chauffeur to you anyway!"

"Kevin, wait—" Ben began to say, but was suddenly interrupted by a huge smashing noise that came from the other end of the gymnasium. Suddenly, a bright light and an explosion sounded throughout the gym, knocking back a few people in the opposite stands. When the dust cleared, Ben, Kevin, and Gwen gasped to see a huge hole had been blown in the side of the gymnasium. And standing in front of the hole were three gigantic alien creatures that they had never seen before.

All three were tall – at least nine feet – and resembled muscular red and orange salamanders that walked on their hind legs and had four yellow eyes and sharp teeth. From their pale gray lips, golden drool dripped to the ground, and long yellow tongues darted in and out between their sharp teeth. The most defining feature of these alien monsters was that each had four extremely muscular, gigantic tails.

The crowd screamed and ran as the salamanders began to blast more energy from their tails, causing more and more explosions. "What the heck are those things?!" Kevin shouted.

"Like I would know!" Gwen shouted back.

"That's funny, I thought you knew everything!"

"Guys, now is _not_ the time to fight!" Ben assured them, stepping between the two of them. "They look like giant Salamanders or something. I never even knew an alien like that existed. And how'd it get here?" Ben turned to his two companions. "Look, Gwen, Kevin, you two help get everyone out!"

"No way, we're going to help you kick out those reptile-rejects!" Kevin announced.

"Actually, salamanders are amphibians," Gwen remarked as she walked by Kevin, who shot her a nasty glare. "And Ben's right. This is my school -- I can't exactly use my powers here. And we don't want everyone knowing about you either. Let's focus on getting people out. Ben can go alien and take care of those three."

"Fine," Kevin sighed. "But the second you look like you're having trouble Tennyson, I'm over there!" With that, Gwen and Kevin ran down the bleachers to help rescue those in need. Ben knew he had little time. He ran down the bleachers and ran behind them, fiddling with the omnitrix as he did. Looking around to make sure no one was watching him, Ben slammed down his hand on the face-plate and began to transform.

Ben felt himself shrinking, and the familiar feeling of turning into Echo Echo overcame his body. His head began to expand, and he felt his ears becoming super sensitive. The next thing he knew, he was the tiny white alien, and was ready to take on the Salamander foes.

"Hey there!" Echo Echo called out to the Salamanders, and they looked around, looking for the speaker. When they finally found who was addressing them, all they could see was a tiny alien in the bleachers, pointing at them. "How about you take on me?! After all, it's three on one!"

The aliens turned towards Echo Echo, growling loudly. They poised their tails and fired up their energy to shoot beams at him. Echo Echo smirked and immediately split apart until all the rows of bleachers were full of Echo Echos. The salamanders' eyes widened. "Okay, so I lied about three on one," Echo Echo joked, and the aliens released the energy from their tails.

The Echo Echos in the center used their wall of sound to deflect the beams, while the ones on the sides ran towards the aliens, ready to fight them off with their sound powers. A good group took on each alien, grabbing onto it while the others emitted damaging sound waves.

"Get the tails!" Echo Echo shouted to his fellows. The Echo Echos clamped onto the alien's tails, trying to control them, but the Salamander tails were the strongest part of the alien's bodies, and the Echo Echos had trouble holding on.

While Echo Echo was holding off the aliens, Gwen and Kevin were having their own problems getting everyone out. "Everyone, don't run! Get to the exits!" Gwen shouted as she helped people who were injured.

"Gwen!" a girl with a brown ponytail ran up to Gwen, looking exasperated.

"Katie, what's wrong?"

"It's the cheerleaders!" Katie pointed to the cheerleaders, who were all trying to let down their fliers without hurting them, while still trying to avoid the alien blasts. "They need help!"

"Can't they just get down and run?!"

"They don't want to hurt the girls in the air!"

"Ahhhh!" Cassie, the cheerleader that Gwen disliked so, let out a bloodcurdling scream as another alien tail blast nearly hit her and her group. "Get me down you idiots!"

"We're trying!" they said. "Okay, on three! One…two…"

The cheerleaders didn't finish. An alien let out yet another tail blast, and the girls screamed and ran, letting go of Cassie in the process. Cassie screamed as she began to fall to the ground, and Gwen and Katie gasped. Gwen's hands began to glow purple – she didn't like Cassie Redwood – but she wasn't about to let her fall to her death.

But Gwen wouldn't have to use her powers. In the blink of an eye, Kevin had dived down from bleacher he was standing on and had grabbed Cassie out of the air. He rolled on the ground, still clutching Cassie in his arms. "You okay?" he asked when the two finally stopped rolling. Cassie looked up at him, shocked, and yet obviously smitten.

"Y-Yeah…I'm fine now," she smiled, and Kevin got up. "Oh, ouch!" Cassie cried out. She clutched her ankle rather dramatically, and Kevin looked down at her. "I-it's my ankle," she said. "I think I hurt it when I fell!"

"Here!" Kevin went down and scooped Cassie up in his arms. She immediately wrapped her arms around his neck and wasted no time pressing her head to his chest. He was a little awkward at that, but remembering her "injured" ankle, thought nothing of it. "C'mon, let's get you out of here!"

He ran by Gwen and Katie, Gwen looking at him rather disapprovingly. Katie turned to her, "Well…seems Cassie's sunk her claws into another victim."

Gwen frowned at that as she watched Kevin run out of the gym with Cassie still clutching him tightly.

Meanwhile, Echo Echo was still having trouble with the aliens. Even with his huge numbers, the Salamanders' height and energy blasts were making it difficult for Echo Echo to cope.

"Why aren't our sound waves affecting them?"

"Salamanders don't have external or middle ears!" Gwen shouted. "Echo Echo's sound waves might not be able to reach them!"

"Wow – you being a know-it-all came in handy!" Echo Echo tried to make a joke, but Gwen only frowned at him. "Sorry…"

"Ben, watch out!" Gwen shouted, but it was too late. A salamander had gobbled up one Echo Echo in its mouth, and Echo Echo was struggling not to be swallowed.

"Oh, this is gross," Echo Echo said, and then looked to his right to see a red blinking device lodged inside the creature's mouth. He frowned and reached out to grab it. He took it off and held it in his palm. "What's this thing?"

Suddenly, the creature began to spasm, and spat Echo Echo out, much to its dismay. Echo Echo was covered in golden drool. "Can we just once not fight aliens that spit gross stuff?"

But the alien's spasms continued, and Echo Echo's eyes widened as he saw the creature shrink rapidly. Where once stood a huge creature was now only a tiny normal salamander running across the ground. "What the heck?" Echo Echo asked, but realized, when he looked at the blinking red device in his hand, what he had just done. "Go for the mouth! Get this thing out!" he told his fellows, and they all nodded, jumping onto the salamander's faces and forcing open their mouths.

With some difficulty, they were able to rip the blinking devices from the inside of the creatures' mouths, and soon, they too were reduced to tiny amphibians as well. The Echo Echos placed all the blinking red devices together and then, with a flash of green light, transformed back into Ben.

Gwen joined Ben in the center of the court. The gym had been empty long ago, so their voices echoed off the now nearly destroyed gymnasium. "They weren't aliens at all," Ben said, reaching down and collecting the tiny devices. "They were just normal animals transformed with these." He held up one device and looked at it closely.

"Meddling with animal DNA," Gwen muttered, looking at the thing in Ben's hand with a dark glare. "That sounds too familiar for my liking."

"Dr. Animo," Ben frowned, clutching the devices in his hand. "But I thought we took care of him awhile ago!"

"He always had a way of coming back when we least wanted him to," Gwen sighed, and then turned to see Kevin walking towards. "Speaking of which…"

"So where did the 'amphibians' go?" Kevin said, imitating Gwen on the word "amphibians".

"You're looking at 'em," Ben said, pointing to the salamanders scuttling on the ground.

"Huh? They were a lot bigger before."

"They weren't aliens," Ben said, holding up one of the blinking red devices. "They were transformed with these. We're pretty sure a guy named Dr. Animo's behind it. Another villain from my past."

"You got a lot of friends from way back when, don't you?" Kevin asked bitterly.

"Yeah, I'm looking at one of those 'friends'," Ben reminded him, and Kevin looked away. "Anyway, we'd better find Dr. Animo and fast. This definitely isn't the last we've seen of these creatures. If he's mass-produced these guys, he could make an entire army."

"I can track him with these," Gwen said, holding up one of the devices. Her eyes glowed that same purple, and the device levitated in front of her. But when she tried to pinpoint the location of the owner, her signal was split, and she frowned. The device dropped in her hand. "That's weird…I'm not getting a clear location. It's like it's split." Gwen frowned, obviously frustrated.

"Oh, you don't know everything for once! Call the _Bellwood Times_! They'll want this on the front page!" Kevin said, throwing his hands in the air. Ben frowned at him, and Gwen simply walked by him, obviously hurt and angry. He called after her, "I can see it now: "Gwen Tennyson, Big Fat Know-It-All, Actually Doesn't Know Something For Once! Could it be the influence of that big dumb lunk she hangs out with?!""

"Dude, what's your deal?!" Ben snapped, drawing Kevin's attention away from Gwen. "You won't leave Gwen alone!"

"I'm not an idiot!" Kevin snapped back. "Sure, I may not go to school like you two do, but I'm not dumb either!"

"Well you're acting dumb right now!" Ben crossed his arms in front of him. "Just apologize already!"

"I don't take orders from nobody!"

"_Anybody_," Ben corrected him, and Kevin stormed away, obviously very frustrated. Ben sighed and followed him out of the gym.

* * *

"Oh, there he is!"

Kevin, Ben, and Gwen were met with photographers snapping pictures and TV cameras all around the school, giving Breaking News reports on what had occurred at the game that night. Before Kevin knew what had happened, Cassie Redwood had burst from the crowd and had grabbed his arm. He noticed that her ankle had healed rather quickly. "Here's the hero that saved me! I would've been killed if it wasn't for him!"

Cameras began to take pictures of Cassie holding onto Kevin's arm, and Gwen merely narrowed her eyes in disgust. Ben was a little miffed that nobody was paying attention to him, considering he had been the one to take down the monsters in the first place. All Kevin had done was save some cheerleader. "I'm Cassie, what's your name?"

"Kevin Levin," Kevin said to her, and Cassie sighed.

"Kevin's my hero!" she told the reporters. "He was so charming when he saved me! Like a prince!"

Gwen snorted at that. Kevin? A Prince? Yeah right. "Prince" was not the word she would use to describe the young man that had a glove box full of speeding tickets and slept at tennis matches.

"Well, yeah, I gotta go," Kevin mumbled, and Cassie frowned.

"I'll see you again, won't I?"

"Uhh…I dunno," Kevin said, sounding very awkward with the whole situation. He looked over at Gwen, who caught his eye and frowned before immediately looking away in a huff. "You know, yeah you will." Cassie squealed and Kevin shot Gwen a smirk. "I'll come back around another time and maybe you and I can hang sometime."

"Oh, I'll just call you sometime! What's your number?"

"Oh, funny thing," Gwen said, finally stepping forward. "He actually doesn't _have_ a cell phone. Or a phone for that matter."

"Oh, hi Gwen," Cassie said, her face dropping. "You know Kevin?"

"Yeah, we hang around _all _the time," Gwen said, her voice dripping with sweet vengeance. "In fact, Kevin's going to drive me and Ben home right now."

"Actually, I could use a ride home too!" Cassie gasped, looking up at Kevin. "Would you be a sweetie and drive me home Kevin?"

"Absolutely no—" Gwen began, only to be cut off by Kevin.

"Sure," he smiled, and Cassie gave an "I win" smirk to Gwen, who frowned bitterly.

"Hey Kevin!" Gwen began. "Are you just going to give rides away to any girl that asks?"

"It's my car," he said defensively. "I can give rides to who I want. Oh, and Carrie gets shot-gun."

"Cassie," she reminded him, still pleased at the fact that she'd be riding in the front.

"I _always_ ride in the front," Gwen said, staring him down.

"Not tonight you don't," he said, taking the keys out of his pocket and twirling them around his finger. "C'mon kiddos, let's get going."

Gwen looked after Kevin and Cassie, hands clenched into fists. Ben walked up beside her and put a hand on her shoulder. "Hey watch it – don't want you blowing up the whole school with that mana of yours."

* * *

"GARRR, HE IS SUCH AN IDIOT!"

"I know, I know," Ben sighed as he listened to Gwen yell at him over the phone. Nearly the minute Kevin had dropped Ben at home, he had gotten a call from Gwen complaining about Kevin. "But hey, I don't think he really likes Cassie you know—"

"Wh-why should I care if Kevin likes Cassie?!" her voice said testily, obviously annoyed. "I'm tired of waiting for him to ask me out! He obviously doesn't like me as much as I thought he did!"

"He's just being nice to her to get you mad," Ben told her. "And don't we have more important things to worry about? Like Dr. Animo?"

Gwen sighed. "You're right. I'll try to track him again in the morning, when I'm more rested. Maybe I was just tired tonight."

"Get a good night's sleep," Ben told her, smiling. "And don't let Kevin get you down. You know…he cares about you a lot."

There was a small silence over the phone, and then Gwen's voice came back. "G'night Ben."

"Night cuz."

* * *

"Still nothing," Gwen sighed, the device falling once again into her hand. It was nearly seven o'clock, and the three were out once again, sitting near a local gas station, trying to track Animo. "No matter what I do, I can't track him properly."

"We're going to have to find another way to track him," Ben decided, stepping forward. "There haven't been any news reports of any other incidents like this though…"

"Well he had to get the salamanders from somewhere," Kevin said suddenly. "We should check around pet stores and stuff to see if anyone bought three of 'em."

"Great idea!" Gwen said suddenly, and Kevin looked at her, frowning. She looked away, hurt by his cold gaze.

"Everything's closed by now," Ben sighed. "But we can go after school tomorrow. It's only a matter of time before we find out if Dr. Animo's still around and where he might be.

"And if we don't find him," Ben said, looking down at the pavement. "He'll find us."

Gwen looked at the tiny device in her hand, and clenched her fist around it. "I still don't get it – why is this signal so mixed?"

* * *

At the edge of Bellwood was an abandoned laboratory that had been defunct nearly thirty years earlier. Once used to produce cleaning liquids, the factory was now a collection of crumbling walls and an unsteady foundation.

However, inside, the factory was far more alive.

"Sis?"

A voice from the shadows of the factory called out, its voice low and lumbering, with a childish tone and deep throated voice. "Sis, I got more of the lizards!"

"For the last time, Mito!" another voice, female and shrill, called out, obviously annoyed. "They're not lizards – they're salamanders! How many times do I have to say that before it gets through your thick skull?!"

"Sorry sis," Mito said. But he was interrupted by a bright light turning on over him, providing a sort-of spotlight for him to stand in. Mito was tall and lumbering, with very dirty blond hair that was cut very short on the back and the sides with a sort of mop of hair on the crown of his head. He had two gray eyes that blinked rather sporadically, and his shoulders were abnormally wide. In his very muscular arms was a cage filled with red and orange salamanders, and he carried them carefully as he lumbered forward, his feet sticking out at obtuse angles, creating a rather duck-footed appearance. He wore a very ruddy long sleeved white shirt with a ripped collar and a brown vest, along with matching long shorts. On his back was a heavy brown burlap backpack. Although he had a wide jaw and a broad chest, Mito was only fourteen years old. "But I got 'em, whatever they are."

"Took you long enough," the shrill voice snapped nastily, and its owner walked into the shadows, adjusting her eye-piece. The voice belonged to a young girl, also around fourteen, with long frizzy dirty blonde hair that matched her brother's, along with the same gray eyes. She had an eye glass over her right eye that strapped around her head. In comparison to Mito, she was very small, barely coming up to his shoulder, and had a thin and frail frame that was covered by her off-white turtleneck and long khaki coat, along with a pair of baggy pants and shin-guards. She also had on a pair of brown leather gloves that were currently covered in red slime – she had obviously been working on something. "Did you retrieve the other three from the last attack?"

"Huh?" Mito asked, and the girl rolled her eyes, her right one being significantly magnified by her eyepiece.

"Mito, can't you do _anything _right?!" she snapped, snatching the cage of salamanders from her brother. "As genius as I am, I've yet to figure out how in the world I got stuck with such an idiot for a twin brother!"

"Chondria…" Mito began, but Chondria cut him off.

"No time for talk Mito! If they have the subjects, that means they have the Cell Re-Writers!" Chondria clicked on another light, and her work station became illuminated, revealing a vat of red swirling static goop along with a variety of mechanical parts. "Ben Tennyson has been a thorn in Uncle's side for too long," she said, making her way up a ladder to her work-station, pulling at her gloves. "If it wasn't for him, Uncle would be known as the genius scientist that he is, instead of a crazy, evil crack-pot!"

"Yeah, Chondria," Mito sighed. "I know, I know…"

"That's why I've chosen to continue his work!" Chondria continued, obviously not minding Mito's disinterest. She held up one of the mechanical nodes and grabbed a giant syringe filled with the red liquid. She injected the liquid into the node, and it began to blink with electricity. "Uncle never got these past the prototype stage…but with _my_ genius, I can continue the great work of Dr. Animo!" She smiled at her creation as though it were her newborn child, and then spun to face her brother. "Mito! Get the shock collars ready, idiot! Can't you see I'm about to enhance our latest subjects?"

"R-right!" Mito nodded, lumbering off towards a box in the corner of the room. He opened it up and took out three shock collars that were rather tiny, obviously sized for the salamanders. He ran up and handed them to his sister, who immediately grabbed the wriggling salamanders from their cages and slid the collars on them. She then forced one of the amphibian's mouths open and shoved the device inside its mouth. It was a little too big for the salamander's mouth, but she shoved it in far enough until she felt it clutch onto the inner cheek of the creature.

She threw the now thrashing salamander to her side, and Mito looked over to see it fall into a tall plexi-glass case. The tiny amphibian wriggled back and forth as static electricity pulsed throughout its body, but soon, it began to grow rapidly.

In a manner of minutes, the huge, four-tailed beast that Ben and company had fought earlier at the gymnasium sat in the tank, vicious and growling. Mito looked on with wide eyes, while Chondria smirked and began to work on the next salamander. "Yes…" she smiled to herself. "Ben Tennyson is getting what he deserves _this_ time."

* * *

DUN DUN DUN. Okay, lame ending for the first chapter. But I hope you like it so far. :3

So, I was very biased and used Echo Echo as the first alien in the story, as Echo Echo is my favorite. D: The others didn't even stand a chance of getting the first spot. But as the other two aliens that Ben will be using...they are yet unknown. Any suggestions?

Mito and Chondria are going to be a lot of fun to play with. Dr. Animo was one of my favorite villains from the original show, so I really wanted to write something related to him. :)

Errr...review? I dunno. XD

* * *


	2. Chapter 2

Hey everyone. I just wanted to thank everyone for the positive reception to this story! :D It really makes my day to see you guys reviewing! Some of the comments were really flattering, so thanks everyone!

I've decided this story's going to be three chapters, so next chapter will be the last one. But I think everyone could kinda tell this wasn't going to be an epically long fic. :3

Enjoy!

* * *

"We'll start at the mall near here," Ben said, pointing to the list of nearby pet shops he had printed out from the internet. "They've got two pet stores in there. It'll be a good start at least."

Kevin was silent as he pulled into the parking lot of Gwen's high school. Ben noticed his somber attitude and sighed. "You haven't talked to Gwen, I suppose."

"Why should I?" Kevin asked nastily, clenching his fingers on the steering wheel hard. Suddenly, his fingers began to turn the color of the rubber covering on the wheel, and Kevin realized he was absorbing. "Ahh darnit," he sighed, undoing the absorption.

"You only do that when you're not focused," Ben reminded him. "Upset about Gwen, aren't you?"

"It's none of your business Tennyson," Kevin reminded him sharply as he pulled into a parking spot to wait for Gwen.

"I'm just saying," continued Ben, ignoring Kevin's threats as he had grown accustomed to doing, "that all you need to say is 'I'm sorry' and things'll blow over."

"Well I'm not sorry!" Kevin snapped. "I mean, she's getting all upset over nothing, and I'm supposed to fall on my knees and beg her forgiveness?! I don't think so!"

"I guess you haven't changed as much as I thought," Ben frowned, opening his door and walking out the car.

"What the heck's that supposed to mean?" Kevin retorted.

"Just that you're being the same selfish little kid you were five years ago," Ben said. "I'm going to go look for Gwen. Be right back."

"Yeah, well you're still—I dunno – a dipstick like you were five years ago!" Kevin shouted out of his window, but Ben wasn't listening and continued to walk away from him.

"Nice comeback Kevin," Ben muttered, and Kevin growled before sitting back in his seat. He tapped his finger on the steering wheel, getting more and more annoyed by the second. Why was he even here? He had fulfilled his promise to Magister already – he'd saved Gwen and Ben's butts enough times to cover a million promises.

Deep down, he knew why he was still there. As much as he'd tried to fight it at first, he was slowly becoming friends with Ben. The two of them liked to hang out and do "guy stuff", stuff that Kevin hadn't really gotten to do for as long as he could remember. Whether it was throwing a football around, watching shoot-em-up movies, looking at car magazines, or well…_other_…magazines, he had found a friend in Ben. And thinking back, the two of them really _had_ gotten along well that day they had spent in New York. If Kevin hadn't been so messed up – well, maybe the two of them really could have been friends. He thought back to the two of them talking about the new _Sumo Slammer_ video game. Yeah, the two of them had just been kids. Kids who liked to talk about video games, cartoons, and how icky girls were.

Speaking of icky girls.

There was the second reason he was sticking around. Gwen. And as much as he'd tried to fight _that_ at first too, he'd slowly come to realize how much he cared for her. She was smart, funny, beautiful, all-together, everything he definitely wasn't. Not only that, but she was the first girl to ever really care about him. His mother had abandoned him after she had found out what a freak he was, and he had never had any sisters. That feminine touch in his life was something he had a desperate longing for. Whenever he needed to fall apart, he wanted to do it in Gwen's embrace.

Could he really say he was in love? That seemed so dramatic. But at the same time, he couldn't deny how he loved to look at her and the way she moved. The way he felt his spirits soar every time she laughed at one of his dumb jokes. The way she made him feel like he could do anything when she put her hand on his shoulder and said, "you can do it."

Kevin shook his head. This was ridiculous. He was mad at her, right?

…Damn. She was even cute when she was glaring at him all angry.

"Hey there!"

"ERK!" Kevin nearly flew back in his seat as he heard someone talking to him from the window right next to him. He looked over to see Cassie smiling and waving at him. "Oh…Cassidy, right?"

"Cassie," Cassie said, trying not to look upset at this. "Hey Kev! Didn't think I'd see you around so soon!"

"Oh yeah, I'm just—"

"Wanna go get smoothies?" Cassie asked, walking over to the other side of Kevin's car and hopping into the sat once occupied by Ben. "I know this great place—"

"Actually I—"

"No need to be shy, Kev," Cassie winked. "Why else would you come to my school _alone_ if you didn't want to ask me out on a date?"

Kevin blushed furiously, getting a bit frustrated as well as embarrassed, "Wait, you've got this—"

"Oh look, bringing someone along for the ride, are we Kevin?"

Kevin gulped as he heard an all-too-familiar voice speaking to him. He looked up to see Gwen glaring down at him from the passenger's window, obviously very angry. "Oh…hi Gwen," Cassie smirked. "Kevin was just asking me out for a smoothie."

"Oh, was he?" Gwen asked, trying to hide the hurt she was feeling. "Well don't let me interrupt you." She stood up to walk away, not wanting Kevin to see the tears welling up in her eyes.

"Wait just a minute!" Kevin shouted, and Gwen stopped. "Look, I did not ask you out, I came here to pick up Gwen, okay?"

Cassie frowned at him and then stepped out of the car, obviously frustrated. Gwen looked at Kevin, who was still frowning after Cassie. "Fine. See you around I guess." With that, Cassie walked off, fists clenched.

Gwen looked down into the car, and Kevin met her eyes. "You…didn't ask her out?"

"Of course not," Kevin sighed, looking away. "I just met her yesterday. And she's annoying anyway." A pause passed between the two. "You getting in or what?"

Gwen opened the door and slid down into the front seat. "Where's Ben?" Kevin asked.

"I though he was with you."

"He went to go find you."

"I'll just call him," Gwen said, pulling out her cellphone. Suddenly, Kevin's hand stopped her, and she looked up at him.

"Look, Gwen," Kevin began, trying not to turn cherry red. "I…I'm not interested in Cassie. Really." Gwen looked at her knees, silent. "The truth is…I'm sorry for being a jerk."

"It's okay," Gwen said, smiling at him. "I kinda overreacted, I guess."

"And I want you to know that…well, maybe…maybe I do sorta…I dunno…_moon_ at you sometimes, maybe," Kevin said, straining his neck as not to look at Gwen. "And maybe…well…I do sorta…I dunno…"

"Hey there!"

Kevin jumped a foot, knocking his head on the ceiling of the car as Ben opened up the passenger door and hopped in. "I saw Gwen coming towards the car. Was that Cassie?"

"Long story," Kevin sighed, starting the car, his blush slowly creeping away. "So are we gonna go check out pet stores or what?" He looked in the rear-view mirror, but his eyes slowly moved to Gwen, and their stares locked. He smiled at her, and she smiled back shyly. She moved her hand awkwardly and Kevin went to grab the gearshift but accidentally rested his hand on her own. They both blushed and moved away, but Kevin couldn't help smiling like an idiot at the cute blush on Gwen's face.

"Hellooo? Car?" Ben asked.

"Y-yeah, I'm going!" Kevin said, trying to maintain his tough-guy voice while still feeling a little giddy on the inside.

* * *

"Oh wow, it's so pretty!"

"It matches your eyes," Kevin said as Gwen commented on a fish. Gwen smiled.

"That's sweet."

"The fish is blue," Ben said suddenly, stepping forward. The three of them were in the pet store at the mall, and Ben couldn't help but notice that Kevin and Gwen had been flirting the whole way. "Your eyes are green."

"Ben," Gwen warned, narrowing her eyes at Ben, not wanting him to ruin the flirty compliment Kevin had just offered her.

"Okay, is it just me, or have you two made up?" Ben asked, raising an eyebrow.

"I guess you could say that," Kevin shrugged.

"Because you've gone like, a total 180 on me!" Ben said. "I thought the fighting was bad – the flirting is worse!"

"W-W-We're not flirting!" Gwen blushed and stuttered. "Aren't we supposed to be checking to see if anyone bought salamanders?" With that, she walked briskly by Ben towards the counter, leaving Ben and Kevin near the fish tanks.

"…you're flirting," Ben said to Kevin.

"I'm not flirting."

"You are _so_ flirting."

"I am not—"

"You're flirty-Mc-Flirting-Flirter!" Ben said, poking Kevin's chest with every word. "I didn't know you could be this sweet! I thought it might…I dunno…make you explode or something!"

"Oh yeah? Wanna see me be really un-sweet?" Kevin asked, cracking his knuckles.

"Hey guys!" Gwen called to the two of them. "Come over here."

"Well, like I said," the store employee said once Kevin and Ben had made their way over to the counter. "No old guy came in to buy any salamanders."

"And strike," Kevin sighed.

"It's no big deal," Ben said. "There's loads of other stores."

"But," the employee interrupted them, "two kids did come in the other day and buy a whole case of salamanders. All of the ones we had in the store."

"All of them?" Gwen asked.

"Two kids?" asked Kevin, and the store owner nodded. "What'd they look like?"

"Well…the guy was kinda tall and dumb lookin'," the employee said, "and the girl had all this frizzy blonde hair and an eye-piece. She wore like…a lab coat or something."

Ben looked at Gwen and Kevin, and nodded to the two of them. "Thanks for you help," he said to the employee, and the three walked out of the store to talk to each other. "So it's not Dr. Animo."

"But those two are obviously the ones behind these attacks," Gwen said. "And if they bought all the salamanders…those three we fought before are the least of our worries."

"How are we supposed to find these guys?" Kevin asked.

"That's the reason I couldn't track them before," Gwen said. "The machines Ben found belonged to two people whose wave-lengths and locations aren't the same."

"Right now, I guess all we can do is search around for them," Ben said.

"Oh great, there are only like a million places to look," Kevin sighed, and Ben frowned at him.

"Do you have a better idea?" Kevin was silent, and Ben continued. "Look, it's either that or wait until those things attack again, which isn't an option. We'll start looking tonight."

"Right," Kevin sighed. "Usual drill."

"I've got karate until six tonight," Gwen reminded Ben.

"I can pick you up," Kevin volunteered, and Gwen smiled at him.

"Great! I mean…thanks," Gwen said, and she and Kevin smiled at each other again. "It's at my school. I should be changed by 6:15."

"You didn't get changed that fast when I went to your practice," Ben said testily, and Gwen shot him another look, silencing him. "Fine…" he sighed as the two began to walk away chatting to each other. "Flirters."

* * *

"Woooow," Kevin sighed as Ben came back to the car after looking in an abandoned apartment building for any sign of strange salamander experiments. It was late that evening, and the three of them had already checked out a number of spots with no luck. "No luck there either, huh?"

"Don't be such a jerk," Ben snapped, getting back into the car. "Next one is Gwen's."

"It's only about a mile," Kevin said. "We'll be there soon."

* * *

Only twenty miles away from where the Alien Force was currently driving lay the ruined factory that housed Mito and Chondria. Chondria was hard at work, the glass tank next to her teeming with salamander monsters, much to Mito's dismay. "Chondria, aren't you making a few too many?"

"Oh shut it Mito!" Chondria snapped. "I keep you around for muscle, not advice." She glanced at the fruits of her labor: countless salamander monsters, all ready to reek havoc on Bellwood. "Excellent. Now all that's left is to release these on the entire town! Let's see Mr. Hero deal with that!"

Suddenly, the console in front of Chondria began to beep loudly, and she frowned and hit the blinking red button on the console. A video screen popped up to reveal a surveillance video of Kevin's car. "Vehicle detected exactly 19.9 miles away from laboratory site," a robotic voice reported.

"Someone's comin' in?" Mito asked.

"It _just_ said that Mito," Chondria frowned. She continued to watch the screen as the vehicle pulled out into the woods. The ruins of an abandoned inn lay deep within the forest; obviously their destination. The car parked when it could go no further within the thick rows of trees. "What are they doing anyway?"

"Hey, that's Ben Tennyson's friend's car!" Mito said, climbing up Chondria's ladder rather clumsily to join her at the top. "I think…" he scratched his head.

"You idiot, I knew that!" Chondria said, blushing a little. She watched Gwen get out of the car and make her way towards the Inn. "You're right – that must be Ben Tennyson's annoying cousin!"

"What're they doing here?"

"They're obviously looking for us," Chondria muttered. Suddenly, a rather evil smirk came across her face. "Well that's just fabulous! They did our work for us! Mito! Get the garage door ready!"

"Errr right," Mito nodded, scratching his chin. "Where was that again?"

"Grrr…" Chondria gritted her teeth and threw a remote at Mito. "You press the button. It isn't bio-molecular engineering."

"Right," Mito nodded, and pressed the red button on the remote. Chondria ran to her own control panel and hit a sequence of buttons. Soon, a huge door in the side of the building began to open with a harsh creaking noise. The machine pulling the door up whirled above Mito and Chondria's heads, and once the door was fully open, the glass cage that held the huge Salamander monsters dropped one of its sides, allowing the salamanders to run free.

But with a quick click of Chondria's control panel, the shock collars around the monsters' necks zapped them into moving in a straighter direction. They ran out of the factory, and a video surveillance of the monsters came in front of Chondria as she continued to control them with the shock collars and control panel. "It won't be long now…" Chondria smirked.

* * *

"…Gwen's been gone for awhile."

"It's been five minutes."

"No, it's been eight."

"But who's counting?" Ben asked, raising an eyebrow at Kevin. He sighed, "Little obsessive there, aren't we Kev?"

"I'm not obsessing!" Kevin snapped back. "I know perfectly well that Gwen can take care of herself. Look," Kevin reclined back in his seat. "I'm not gonna say anything else about Gwen. Or worry about her."

"Good."

A silence passed between them in the car as Kevin sat back in his seat and Ben resisted the urge to play with the auto-lock button. Kevin began to drum his fingers against the steering wheel, looking from side to side as he did. Ben stared at him, and Kevin simply continued his periodic nervous tick.

"Okay," Ben sighed, stepping out of the car, "I'll go check on her."

"I can do it!" Kevin volunteered, but Ben shook his head.

"No way man," Ben sighed. "I'm not letting you two alone in the forest."

"What's that supposed to—"

"Be back in a bit." Ben shut the door and began to walk towards where Gwen had gone off, leaving Kevin alone in the car. Suddenly, he stopped and began to fiddle with the Omitrix. "Ahh, I don't feel like walking."

"You're going to get fat, you know," Kevin retorted, but Ben ignored him, pressing down on the Omintrix. The usual green light enveloped him as he felt himself transforming.

His body temperature lowered significantly, but he didn't feel uncomfortable at all. His vision increased, and he could feel wings growing out of his back and antennae out of his head. His skin turned from a peachy flesh tone into a cool blue, and in mere seconds, Ben had transformed into Big Chill.

"Doubt it," said Big Chill's raspy voice before he took off into the sky after Gwen.

* * *

"I really don't even know what I'm looking for," Gwen sighed as she continued through the trees, knocking away any obscure branches with magic bursts.

Suddenly, Gwen felt a cold wind pass through her and she grabbed her arms, shivering. "Th-th-that's not funny B-B-B-Ben!"

Big Chill undid his invisibility, a big smile plastered on his blue face. "Sorry, couldn't resist."

"What are you doing here anyway?" Gwen asked.

"Kevin wanted to check on you," Big Chill rasped, crossing his arms and gesturing sarcastically with his long fingers. "Now that I know you're not dead, I can fly back—"

Big Chill was suddenly interrupted by a loud crunching sound. Both he and Gwen looked over, but saw nothing. "What was that?" Gwen asked, and Big Chill's eyes widened as he expanded his wings.

"Let's get a different perspective on things!" He flew upwards, surveying the area, and his eyes immediately widened as he saw a large amount of nine-foot salamander monsters making their way through the forest rather clumsily, tearing down trees with their sharp teeth and huge tails. "It's those creepy crawlies again! More of them!"

"Just fabulous," Gwen sighed as she too saw the monsters coming towards her. She armed herself, striking a fighting position with purple energy surrounding her hands. "Oh well – now that there are two of us, this shouldn't be a problem. Right Ben?"

"I was just thinking the same thing!" Big Chill rasped down at his cousin. As if to answer his boasting, a Salamander monster let out a huge energy blast from its tail, creating a path in the forest that knocked over at least four trees. Big Chill and Gwen's eyes widened.

Gwen looked up at Big Chill. "Okay…maybe we've got a problem."

"Gwen! Watch out!" Big Chill swooped downwards and grabbed Gwen just as an energy blast shot through the forest, passing right through the place where Gwen had been standing. The monsters looked up, locating the two of them. "Darnit! I can't go transparent now! I'll drop you!"

"No need!" Gwen shouted to her flying alien cousin. Her hands glowed purple and she shot two energy blasts towards the Salamanders. The blasts connected, sending two of them backwards, but the others only retaliated with more blasts at the flying cousins. Big Chill was only able to barely dodge all the blasts.

Gwen shot more and more blasts down towards the Salamanders, but as soon as she knocked them down, they got back up, retaliating with loud blasts. "Ben, this isn't working! They're too strong!"

"We need to get those things in their mouths!" Big Chill said. "If we can knock out the devices then we've won!"

"Great idea," Gwen said sarcastically. "Now how are we going to get near them without becoming Big Chill Barbecue?"

"Gwen! Go back and get Kevin!"

"What?!" Gwen looked up at Ben, her eyes wide. "I'm not going to leave you here—"

"No time!" he snapped. "Holding you up here's a handicap! If I can go transparent then I can beat these things! Go get Kevin to help!"

"Fine," Gwen nodded. "Let me go!"

"We're fifty feet in the air—"

"Ben!" Gwen rolled her eyes and held up her pink glowing hands. Ben realized that he had forgotten his cousin had mana powers.

"Oh. Yeah. Sorry," Big Chill smiled, and then immediately dropped Gwen. Gwen fell for around ten feet before she manifested energy disks to walk on. She began to run through the sky on her energy disks in the direction of Kevin's car.

The Salamanders moved to pursue her, but Big Chill let out a huge icy blast, freezing one of the Salamander's in place. The others immediately turned their attention towards the blue flying alien and began to shoot energy blasts at him.

Big Chill smiled and went transparent, laughing as the energy blasts sailed right through his no-longer physical form.

"Too bad you guys are cold-blooded," Big Chill joked. "Because things are about to get chilly!"

* * *

Kevin sat in his car, a little mystified as to where Ben had gone. If he had gone off to find Gwen, he should have been back by now. Especially if he was going as Big Chill. Kevin was about to—

KA-THUMP! Kevin's eyes widened as he heard a rather loud noise from his trunk. He looked back towards the backseat. KA-THUMP! The sound erupted again, and Kevin realized there was definitely _something_ in his trunk. Something _alive_.

Kevin got out of the car, a little wary of what he might find. For good measure, Kevin absorbed a bit of the metal of his car, until his arm was coated in green metal up to his elbow. That way, if the thing living in his truck was unfriendly, he'd be ready.

He walked over to the back of the car and knocked on the trunk. A muffled sound came from inside, something that sounded like someone talking. Could it really be a person? Kevin threw open the trunk and gasped at what he saw.

"Oh my God, finally! I thought you would _never_ open this thing!"

Sitting in Kevin's trunk was none other than Cassie Redwood.

"What are you _doing?!" _Kevin screamed, making sure to undo his absorption before helping Cassie out of the trunk. "How the hell did you get into my car?"

"Well," Cassie sighed, flipping out her hair, trying to fix the messiness. "I had cheer practice today, and when I saw you coming to pick up Gwen after that stupid Karate club thing she does…" Cassie looked away, as if embarrassed. "I sorta hid in your trunk. You really should lock it."

"Why?!" Kevin shouted again, completely bewildered.

"Look, can we talk in the car?" Cassie asked, shivering and holding her arms. She was wearing nothing but a purple camisole and short jean shorts. "It's _really_ cold out here."

Kevin let out a huge sigh and shut the trunk. "Fine, fine. But I'm taking you home the _second_ we're done here."

"Just hear me out."

Kevin sat in the driver's seat of his car, and Cassie climbed into the passenger's. She turned to him, crossing her arms. "Look, I wanted to get you alone. I thought you'd drop off Gwen and her cousin and then I could surprise you. How else am I supposed to talk to you alone? You're always with those two!"

"That has to be the stupidest plan I've _ever_ heard," Kevin snapped.

"Well it would've worked," Cassie huffed, sitting back in her seat. "How was I supposed to know that you were going to be driving around for like…five hours doing _nothing_? What are you doing anyway?"

"Nothing," Kevin dismissed her. "Look, I don't know how to tell you this. I don't like you that way. So leave me alone."

"Then why'd you flirt with me the day we met?" Cassie asked, frowning angrily at Kevin.

"I-I…was kinda mad at Gwen," Kevin said, embarrassed. "And it's none of your business anyway!"

"Please, Kevin," Cassie rolled her eyes. "You really want to go out with _Gwen_? She's only like, the biggest dweeb in school. I swear, she does, like, homework for _fun_."

While Kevin had to admit that was pretty strange, it didn't really change what he felt about Gwen. "Yeah, I do wanna go out with Gwen. Problem?"

"Wanna know something really funny?" Cassie smirked. "She's got, like, _no_ dating life. Never had a boyfriend. I doubt she's even kissed a guy."

"I don't care!"

"Have you ever kissed a girl?" Cassie asked, and Kevin glared out of his passenger window. Kevin wasn't about to tell this girl that from age eleven to around fourteen, he'd been trapped in an awful alternate dimension full of evil aliens. And he wasn't about to tell her that after that, he had been an intergalactic con-artist for two years. And although he'd found plenty of attractive women, they saw him as the "cute kid" playing with the big boys. So no, he had never kissed a girl. "You haven't? That's _so_ sweet."

"I didn't say anything—"

But Kevin didn't get to finish. The next thing he knew, Cassie was pressing her lips to his, forcing a kiss on him. Her hand was behind his head, forcing his face into hers. He wanted to shove her off him, but her other hand had pinned his arm to his side.

Kevin heard a loud gasp from behind him. He looked up in the rear view mirror and saw an awful sight.

Gwen was standing behind the car, her eyes wide, tears welling up within them, her mouth open, hurt and betrayal reading on her face.

Kevin overpowered Cassie and shoved her off him. "Ow! You jerk!"

"Gwen!" Kevin ignored Cassie and got out of the car, but Gwen had already turned and run away, obviously still crying. "Gwen, wait! It's not—I didn't…I…"

Gwen was gone. He couldn't even see her running anymore. God knows where she had gone. All he knew was that she probably never wanted to see him again.

"Who cares?" Cassie's cruel voice came from behind him, and Kevin didn't even bother to face her. "Don't tell me you didn't enjoy that Kevvy—"

"Get away from me."

His voice was low, dangerous, and cold. He turned his head ever so slightly so one of his eyes was glaring at her. His eyes resembled those mad ones he'd possessed five years ago, pupils heavily dilated. "Get out of here. Now."

"H-How am I gonna get home?" Cassie asked, very frightened. "I don't where we are!"

"I don't care," Kevin rasped, fists clenched. "Get. The Hell. Away from me." Suddenly, he put his hand on the trunk of his car and began to absorb the green metal. Cassie gasped, and Kevin turned and clenched his now metal fist. "Or else."

"Freak!" Cassie let out a blood-curdling scream and ran away as fast as she could, glancing behind her to make sure Kevin wasn't following her. He wasn't. Kevin didn't really care about Cassie. And he wasn't really angry – he was miserable.

"Gwen…" he murmured, looking off at where Gwen had run off to.

* * *

DUN DUN DUN.

So there you have it. The second chapter. By popular request, Big Chill was the second alien used by Ben. :3 Big Chill is actually one of my top three favs, so it only makes sense he'd be in the fic. I guess my favorites are...

1.) Echo Echo

2.) Big Chill

3.) ??

Number three will be in the next chapter! :D Feel free to guess if you want.

As for that bitch Cassie, I'm pretty sure she's out of the story now. She's a whore anyway. :P

* * *


	3. Chapter 3

Okay, so I totally lied. Remember when I said this story would be three chapters? Well yeah, now it's going to be four. Just because I fail at gaging how long stories are going to be. So the next chapter will be the last one!

Oh, and I also lied about my third favorite alien being in this chapter. Actually, my fourth favorite alien will be in this chapter as Ben will be using four different aliens in this fanfic! Oh goodie, I know. (And yeah, Big Chill gets to finish his fight at the beginning as not to short-change the awesome that is Big Chill.)

And well, other than that, enjoy!

* * *

Big Chill was having problems of his own trying to avoid the barrage of blasts from the mutated salamanders. He went transparent and flew through a whole group of the energy beams, his target the salamanders' mouths.

"If I can just get in there!" Big Chill rasped to himself, stretching out his long fingered hand towards the mouth of the beast. In a moment, he had undid his transparency and had reached his hand inside the monster's mouth. "Where is it?!" he rooted around for the device, and his fingers touched upon it. "Aha!" But just as he went to pull it out, the salamander moved to chomp down. Gasping, Big Chill went transparent again, causing the teeth to sink into nothing but air. The salamander opened its mouth, confused, and Big Chill took his chance, breathing ice onto the creature, freezing it in place. "Gotcha!"

Big Chill ripped the now iced-over device from the creature's mouth and flew away as the salamander began to writhe just as it had done before. "One down…" he smiled, "Five to go!"

With that, Big Chill swooped down, icing over all of the remaining monsters and subsequently ripping the tiny devices from their mouths. In mere moments, the once huge army of monsters had been reduced to a group of tiny amphibians, crawling on the ground, still a little chilly from Big Chill's ice attack.

"Still no closer to where those things came from…" Big Chill said, spinning around and flying back towards where Kevin had parked the car. "But Gwen and Kevin should have been here by now."

Kevin's car came into view, and Big Chill noticed Kevin standing outside of it, looking off into the distant woods. Swooping down, Big Chill made a graceful landing and transformed seamlessly back into Ben.

Ben frowned at Kevin – he hadn't turned around when Ben had landed. "Kevin."

Silence. Kevin didn't even face Ben. He was still looking off into the woods. "Kevin, where's Gwen? I told her to come get you at least fifteen minutes ago."

"She's not here," Kevin finally said, his voice shaky. Ben frowned.

"What do you mean?"

"She ran off."

"Why did she—"

"Here," Kevin finally turned to face Ben, and then reached into his pocket, and did the unthinkable. He tossed Ben his keys. "Drive it home. I don't care."

"B-but I don't have a license. And nobody drives your car but you."

"I said I don't care," Kevin said, sitting down on the grass and staring off into space. "I've totally blown it with Gwen. Forever."

"Wh-what are you talking about?" Ben asked, walking over to Kevin and looking down at him. "What happened?"

Kevin sighed. "It's a long story…"

"Too bad I've got somewhere else to go," Ben said sarcastically, sitting down next to Kevin. "What's going on?"

* * *

Gwen was starting to recognize where she was. After running at top speed for at least twenty minutes, she had tired out and had realized that Kevin, much to her dismay, was not chasing after her. She had slowed to a walk, but her tears hadn't stopped. She was walking down the highway, crying her eyes out, sobbing as she walked slowly down the street.

How could he have done that to her? She was sure he liked her – always looking at her, and protecting her. She remembered how jealous of Morningstar he had been…if he didn't like her, than he shouldn't have led her on like that.

Or maybe he _had_ liked her, but after meeting Cassie, he realized Gwen wasn't much compared to the cheerleader. After all, Gwen thought miserably, who would want to date a book-loving, skinny nerd like her?

Every time Gwen re-imagined the kiss in her mind, she only cried more. She had thought things were going so well between her and Kevin…she was sure he was going to ask her out soon, especially after all the flirting they had done that afternoon. He had almost admitted to having feelings for her…

So why had he kissed Cassie? Maybe had had been planning to double-dip – taking Gwen and Cassie out at the same time. She didn't think Kevin was like that…she thought he was sweet and considerate (when he wanted to be). Especially when it came to her.

But she had been mistaken about Kevin. About everything.

* * *

"Wow."

Ben sighed out his exclamation as he sat next to Kevin who had just regaled his rather depressing story to Ben. Kevin looked possibly even more sullen than before, and even Ben looked a mite depressed.

The two were silent after Kevin finished, Ben looking for something to say to console his friend.

"I bet it feels awesome," Kevin finally said, and Ben frowned.

"What does?"

"Not to be me."

With that, Kevin fell back onto his car, slamming his head against the door and moaning loudly. Ben winced, but tried to get Kevin's attention anyway.

"Kevin, look, you just gotta explain!" said Ben. "Gwen'll understand…maybe…okay not really, I mean, you were caught red handed. Or red-lipped."

"Let's get one thing absolutely, positively, crystal-clear here Tennyson!" Kevin suddenly exclaimed, grabbing Ben's collar and pulling him forward until their faces were mere inches apart. "I did _not_ want to kiss that chick! She attacked me!"

"Look, I believe you," Ben said, putting up his hands in defense. "But…you know…maybe you're a bit at fault here Kevin."

For once, Kevin didn't get angry at Ben or threaten to punch him. He released Ben's collar and looked up at the sky, brushing his hair back with his hand. "You don't think I know that already? I totally _did_ flirt with that girl the other night…and…and if I just had the spine to ask Gwen out…"

Ben frowned at his friend as Kevin's head fell. "Why…why don't you ask her out?"

"Cause I'm scared that it'll ruin what we've got," Kevin finally admitted, his chest heaving as though a huge weight had just come off it. "Don't get me wrong…I really like Gwen. But…but she's the first girl to ever care about me…I mean, legitimately. With no other agenda or anything." Kevin looked off, no longer particularly talking to Ben. He was more of rambling to himself. "What if I ask her out and then…we break up? It'll all be over."

"That's not true," Ben insisted. "And how do you know what'll happen before you even try?"

"Cause I know I'll screw it up!" he exclaimed, slamming his fist against the door. Ben recoiled, and Kevin frowned, his brow wrinkling. "…I'm no good Ben. You should know that better than anyone."

Ben frowned at Kevin, and slowly put his hand on his shoulder. Kevin looked up at Ben, meeting his eyes, and Ben smiled at him. "Yeah. You're a jerk."

"Thanks for the pep talk."

"But," Ben continued, "you're a lot more than just a jerk. You're…you're my friend."

Kevin's eyes widened and he stared at Ben, his mouth slightly open. "…wh-what…did you just say?"

"You're my friend, man," Ben said, patting his hand on Kevin's back. "All this time we've spent together – you always give me a hard time, but…but we have a lot of good times too, don't we?"

"But…"

"Five years ago, you were the coolest kid I'd ever met," Ben admitted, sitting back against the car and looking into the sky. "No adults, no rules, a risk-taker. But…when I look back on that 'bad, cool' kid from all those years ago…I think I see how scared you really were."

Kevin frowned. "What are you getting at?"

"You're still scared," Ben said. "You put on a big, tough-guy image because you're afraid of letting anyone, especially Gwen, get close. Because if they get close enough, they'll see everything you don't want them to." Ben frowned at his friend. "You're distant Kevin."

"I'm not 'distant'!" Kevin insisted. "I'm around you guys all the time!"

"But you're never _really_ with us, are you?" Ben asked and Kevin looked away. "You're always cracking sarcastic jokes, being tough, finding the next alien to beat up."

"Well, I guess it's not such a bad thing, to be distant," Kevin muttered, "after all, Gwen seems to like it."

"You're wrong," Ben said sternly, and Kevin turned to the brunette. "I notice it – when you're vulnerable, when you're open, that's when Gwen smiles at you."

Kevin's eyes widened as he thought back on the past few months he had spent with Gwen. Slowly but surely, Kevin realized that Ben was absolutely right.

"_Not yet," he'd slid in front of her, flashing a gentle smile – not a smirk, not a maniacal grin, but an honest-to-God smile. He'd taken in her beautiful eyes staring back at him before he touched her arm ever so gently. She'd want to keep her photos…he knew that. He couldn't drive off with those too. He wasn't totally heartless. Especially when it came to her._

* * *

"_No…I meant you watch out," he'd whispered as he lay draped over her, out of breath and getting more and woozier by the second. But his expression, sincere and concerned, had drawn her focus to his eyes._

"_Oh."_

* * *

"_Easy…"_ _Gwen murmured as she lifted Kevin up. He was weak, could barely stand on his own, but her warm embrace gave his legs the strength to lift his weight. He stumbled, and her hand wrapped around his chest, supporting him. He stared into her eyes, and she stared back – that longing gaze…that was the first sign of what he hoped and prayed was love._

* * *

"_Kevin!" he'd heard her cry out to him and his eyes cracked open just in time to see her sprinting towards him. He was weak, totally beaten by the super-powered Morningstar. But when she leaned down and lifted him up, he couldn't help but smile widely at her – she'd come to him – left Morningstar and come to him. For the first time in his life, someone had chosen him. Chosen Kevin._

* * *

"_I want you around!" Kevin shouted rather harshly. He couldn't control his volume or his words – he'd do anything to keep Gwen there with him: shout, kick, scream, kick her Grandma's sorry butt – anything. But at this honest admission of feelings, even Kevin felt awkward at his own words. "The whole thing's lame." He covered, looking away, embarrassed._

_A pair of thin arms wrapped around his neck before placing a chaste kiss upon his cheek. Before he'd realized what had happened, she was gone, walking down the roof. He spun around, wanting her to come back – to grant him that same feeling of unbridled joy. "Lame!" he shouted, "Lame! LAAAAMMEE!"_

* * *

"_Pleeease…" Ben muttered as Kevin performed his favorite trick: putting straws up his nose and moving them around using only his nostrils. Ben looked embarrassed, staring off, not wanting to look at Kevin, but Gwen was laughing uproariously, finding the whole thing incredibly funny. Kevin himself had to admit he must have looked pretty stupid – but as long as Gwen was giggling sweetly, who cared?_

* * *

"_Kevin! I can't believe it! You're good as new!"_

"_Well," he said sweetly as Gwen clutched him around the waist. He _really _wanted to hug her back, but Ben was staring intently at the two of them, as was the old Professor. "My back still hurts a little," he said coyly. "If I could just lean on you."_

_Gwen looked up at him and smiled. _

_He really did want to lean on her._

_In more ways than one._

* * *

"Whenever you were honest, sweet, or even stupid," Ben reasoned, "Gwen was happy to be around you. She liked you the most when you were honest and open with her…so stop running away. If you really want to be with Gwen, you're going to have to let her get closer."

Kevin frowned, and then stood up. "Get in."

Ben smiled, stood up and slapped Kevin on the back. "Let's go find Gwen."

* * *

"Darn it, darn it, darn it!!" Chondria shrieked, kicking her control panel, causing it to spark a bit. Mito jumped away from the panel, frightened by his sister's rage. "BEN TENNYSON! I'LL GET YOU!"

"Ch-Ch-Ch-Chondria!"

"Shut it Mito!" Chondria spun on her brother, her eyes livid. "These stupid salamanders can't even get rid of one annoying loud-mouthed punk! What good are they?!" she grabbed a glass cage full of salamanders and violently threw it over the edge of her control tower.

Mito gasped and ran towards the edge of the tower. With one swift motion, he jumped off the tower and reached out for the salamanders. Chondria, strangely enough, did not even look slightly worried that her brother had just jumped from a two story high tower.

And she had good reason.

Suddenly, Mito's back convulsed violently. His shirt made an awful ripping noise as a pair of insect wings sprouted from his back. His arms and legs began to spasm as well, exponentially growing in muscle. He flew down faster as he continued to transform. Soon his arms and legs were ripped with muscle, and his fingers and toes began to connect giving him webbed feet and hands. His pupils dilated as his eyes turned red and his teeth grew sharper.

With his webbed hands, he grabbed the cage of salamanders just as he landed on the ground, feet first. His feet, spread far apart, allowed him to bend down, and, with the agility and hopping ability of a bull-frog, spring up in the air right next to Chondria on the control tower.

Drooling immensely, Mito managed to place the cage of salamanders back on the control panel before his body began to spasm again. Slowly, his wings shrank, as did his arms and legs. His eyes and teeth returned to normal, and soon, Mito fell to his knees, inhaling and exhaling sharply, the only remaining evidence of his transformation the rips in his shirt.

"…I told you not to do that!" Chondria scolded sharply. "Not unless you really need to!"

"Th-they would've…they would've been killed," Mito muttered, his voice as drawling and dim as ever. "And they're just…just little salamanders."

"Just dumb animals!" Chondria shouted at her brother. "A lot like you!"

"I-I'm…I'm not…"

"Uncle could tell from the beginning that I would be the one to carry his legacy!" Chondria exclaimed, throwing her hands in the air. "You barely had two brain cells to rub together! That's why you were his guinea pig!"

"Chondria, I…"

"Don't talk Mito, you'll just waste air," Chondria sneered, walking back over to her control panel. "Uncle knew how to really do things – dramatic, drastic! There is no science without _risk_." The video screens popped up again and Chondria watched as Ben and Kevin drove off. She switched to various other screens, surveying the area, until her eyes fell on a particular video captured on the highway.

None other than Ben Tennyson's cousin, Gwen Tennyson, was walking down the highway, her head staring at the ground, her arms crossed. She looked tired and miserable, not to mention cold.

Chondria stared at Gwen. "Yes, Uncle knew how to do things…" Chondria brought up another image on the screen: a portrait of Dr. Animo, sneering. "Uncle, what should I do? I thought my plan was fool-proof! Perfect!"

Chondria frowned at the silent picture, then looked back at Gwen. Suddenly, her eyebrows raised, and she looked back at Mito, who was just standing up. Her eyes then fell to the red Cell Rewriters, and then back to Gwen.

Very slowly, a small smirk began to form on her face.

"Yes…without risk there is no science," Chondria chuckled evilly. "Mito!"

"Wh-what is it sis?"

"We're going to need more subjects," she said smoothly. "Go out and get me one, will you?"

"B-but you've got all those salamanders in the cage—" he pointed to the cage, only to have his hand batted away by Chondria.

"No you moron!" she snapped. "Those are no longer sufficient! I want a _specific_ subject." She pointed to Gwen on the screen. "I want _her_."

"B-b-but she's a girl—"

"Astute observation, Mito," Chondria muttered sarcastically.

"I mean, the little red blinkies are only for the sala-sala-salaaamaanders," he said, trying to think of the name. "You didn't make them for people!"

"No," Chondria conceded. "I didn't. But I'd like to test them to see if they would work on a human."

"B-but, it might kill her!"

Chondria smirked and laced her fingers together. "Oh Mito…I'm a responsible scientist. You really think I'd let one of my subjects perish without taking full advantage of them?"

"Chondria…"

"Go now Mito!" Chondria ordered, spinning around on her brother. "I'm the leader here, remember?! You follow _my_ orders!"

Mito's lower limp trembled, but he slowly nodded, agreeing to Chondria's plan. Slowly, he lumbered down the ladder of the control tower, and Chondria watched him go, an evil smirk decorating her face.

"Toodle-loo brother!" she called after Mito. "Come back home soon, okay?"

"R-right…"

Chondria couldn't help but laugh as she walked back towards the control panel, her magnified eye wide with madness.

* * *

"Man, it's so cold," Gwen breathed, watching the cloud of her warm breath waft out in front of her. "I don't even know how far I am from home…"

"Excuse me?"

Gwen heard a slow and dumb-sounding voice from behind her. She turned to see a boy, a little younger than her, with dirty blonde hair and a very square jaw, looking at her with slightly sad eyes. "Are you Gwen Tennyson?"

"Y-yeah," Gwen said, stepping back to face him. "Who are you?"

"My name's Mito," the boy said sadly. "And…and I'm real sorry about this."

"What do you--?" Gwen began, but gasped as she saw the boy begin to spasm and writhe. She reached out her hand to the boy, but recoiled a pair of insect wings erupted from his back. His arms, legs, feet, hands, everything began to change and grow, and when the boy looked up from his writing state, Gwen could see his pupils had nearly completely dilated, and he was staring at her with a hungry red glare.

"GRAAAGGGHH!!" the boy spat out, drool spitting all over Gwen. Mito was no longer a human – he resembled an insect-like animal, thirsty for blood. He lunged at Gwen, and Gwen moved to knock him back with an energy blast.

With lightning agility, Gwen shot out a purple blast of energy, sending Mito reeling back. But Mito was quick, flying upwards with his wings and swooping down on Gwen with inhuman agility. She formed a shield, which Mito hit and ricocheted off. 'AAARRGHHH!" he screamed, and sprinted towards Gwen's shield. With a firm, muscle-bound punch, Mito broke through the mana shield, and Gwen gasped.

"No way—" she began, only to have Mito punch her in the stomach. She reeled backwards, but sat up in time to fire another blast at Mito.

Taking almost no time to respond, Mito leapt up twenty feet in the air using his powerful hind legs, and descended upon Gwen with dangerous speed. She tried to form another shield, but all it did was slow down Mito's rapid descent. He slammed through the shield as though it were tin foil and slammed Gwen into the pavement.

"Uggh…" she murmured, feeling herself losing consciousness. With the last bit of energy she had, she made her finger glow with a small purple blade. Mito began to drag her off, and Gwen made a tiny arrow in the asphalt before blacking out.

* * *

"I can't believe we haven't found her," Kevin muttered as he and Ben drove down the highway. "She couldn't have gotten this far."

"Maybe she's still in the forest? Maybe she went back to see you?" Ben suggested, but was cut off as Kevin's car hit what seemed to be a major pot-hole. "Man!"

Kevin stopped the car. "What the heck was that? I swear to God, if that ruined my undercarriage!" Anger in his eyes, he stepped out of the car to survey the damage. Ben followed him and the two made their way to the back of the car to see whatever Kevin had run over.

Both gasped as the huge crater in the road. "What the--?" Ben's eyes widened, but Kevin was looking up at the rest of the damage on the road. "Was this a fight?" Ben asked.

"Yeah," Kevin nodded, kneeling down. "…and Gwen was definitely in the middle of it!"

"How can you tell?"

"Look, an arrow," he pointed to the arrow Gwen had drawn in the road. "Nothing could make that sharp of an incision except for her magic. And this crater definitely was _not_ here when we drove up. This is new – and Gwen's trying to tell us where she went!"

"You mean—"

"Someone's got her," Kevin murmured, clenching his fist and running towards his car. "C'mon! We gotta go!"

"Umm…dude?"

Kevin looked back to see Ben pointing at his Omnitrix with a blank look on his face. Kevin frowned. "Oh yeah. Forgot."

Ben smiled at Kevin before slamming his palm down on the Omnitrix faceplate. With a quick DNA manipulation, Ben had transformed into Jetray and had grabbed Kevin's shoulders with his hind legs. The two lifted off into the air, Jetray using his quick speed to move swiftly through the sky.

"Hey!" Kevin called up to Jetray. "You know what this reminds me of?"

"What?" Jetray asked.

"The first time we met," Kevin said, and Jetray's eyes widened as he remembered quite distinctly his day in New York with Kevin. He had been transformed into Stinkfly, and had carried Kevin throughout the sky. Kevin had laughed as his feet grazed the Statue of Liberty, and Stinkly himself had a big smile on his distorted alien face. "Ben?"

"Yeah?"

"You're all right."

Jetray smiled at Kevin. "Thanks Kevin."

He supposed that was Kevin's way of saying, "You're my friend too."

"Any sign of Gwen?" Kevin asked suddenly, his voice darker now in tone. Jetray's focus returned to the surveillance of the highway.

"None," Jetray sighed. "But don't worry! We'll find her!"

* * *

"Ugh…where the heck am I?" Gwen's eyes cracked open, and she blinked a few times, her head pounding, trying to focus her vision. She looked up to see that she was in what seemed to be a warehouse, and that she was currently shacked to some sort of metal table, her hands completely encased by steel entrapments.

Gwen frowned and tried to conjure up some offensive magic, but it was no use. Her mana simply glowed warmly around her hand, unable to break the strong barriers. She sighed, trying to refocus her energy to make it stronger, but her concentration was broken by a voice.

"Don't bother…after all, it'll all be over soon."

Gwen looked up to see a girl walking towards her. The girl looked strangely familiar, with dirty blonde pale hair that was extremely frizzy. She wore a khaki colored coat and a turtleneck, and on her face was a magnifying glass that only covered one eye. Gwen frowned, trying to remember who this girl reminded her so much of.

"…Who are you?"

"We've never met," the girl said, sneering. "But I think you know my uncle."

Gwen blinked, and then realized the resemblance. "Dr. Animo! No way! You're his—"

"Niece, yes," the girl sighed dreamily. "Chondria Animo, the one and only brilliant niece of the great Dr. Animo!"

"The great psycho," Gwen corrected sarcastically, and Chondria frowned at her. "I thought he was in jail."

"He is!" Chondria snapped. "Thank to you, your annoying cousin, and your loud-mouthed Grandfather…" Chondria smiled, "But I suppose Max Tennyson got what was coming to him."

Gwen's eyes glowed purple with rage and she felt the power in her hands grow. "Don't – you – _dare_ – talk about my Grandpa like that!" she shouted, her voice filled with rage. Chondria seemed scared for just a moment, and then shouted behind her.

"Mito! Get me the cell-rewriter!"

From the shadows, the boy that had kidnapped Gwen, Mito, walked slowly forward, frowning and not looking Gwen in the eye. He seemed guilt-ridden as he handed Chondria a tiny red device that Gwen recognized all too well as the devices they had found in the Salamanders' mouths.

"Wh-what is that thing?" Gwen asked, becoming frightened.

"This is a Cell Rewriter," Chondria explained, fingering it in her gloved hand. "I invented it myself. It amplifies and modifies the data of the creature it's put in. By injecting a rewriting, multiplying cell within the saliva, it creates a super-powered, destructive-minded creature." Chondria smiled down at her device. "To be perfectly honest, I developed it only to work with salamanders. But…" she smiled down at Gwen, an evil glint in her eyes, "there's no guarantee that it won't work on humans. And what kind of scientist would I be if I didn't explore _all_ opportunities?"

Gwen's eyes widened, and she began to writhe, focusing harder and harder on strengthening her magic. But her panic was getting the better of her as Chondria closed in, grabbing Gwen's neck and shoving the device into her mouth. Gwen choked as she felt the device clamp onto her cheek. The restraints on her hands and feet loosened, but Gwen could no longer conjure up the magic to attack her captors.

She felt her brain becoming forcibly rewired. Her vision turned red, her skin began to boil, and her muscles seared with pain. She screamed, but her voice was no longer her own – it was harsh, loud and monstrous.

Her muscles began to spasm and grow, and her clothes began slipping slightly at the seams. Her skin turned a crimson color, and her teeth grew sharp and long, golden drool dripping from her mouth. Her eyes turned a hardened gold as well, pupil-less and soulless. Her fingernails grew insanely long and sharp, transforming into claws that looked as if they could pierce steel.

She growled loudly, and found her mind was no longer he own. She wanted nothing more than to destroy. She turned, saw Chondria and Mito, and moved to lash out at them. But Chondria was fast – she slapped Gwen in the back of the neck with an electric stunner, knocking her out long enough for Mito to throw Gwen into a cage much like the one that that had held the salamander monsters.

"Good," Chondria smirked. "It won't be long now. How convenient for us to be able to get rid of two annoying birds with one very well crafted stone."

* * *


	4. Chapter 4

**Author's Notes**: Guys! I am SO sorry this has taken so long. School has definitely been taking up all my time lately. I'm enrolled in a bunch of hard classes this year and my time has just been eaten up. I'm happy to present the conclusion of this story to you, and I promise I'll update _Whole New World_ as soon as I can. Really, you guys rock for sticking it out with me. My schedule has been insane, but I want to make more time for writing!

Tell me what you think of the ending! :) Thanks again!

* * *

"Do you see anything?!"

"Not really – it's too dark."

"Hey! Look!" Kevin drew Jetray's attention over to a trail of broken down trees that led towards what seemed to be an abandoned building in the far distance. "I bet you three month's gas money that those giant freaky salamanders came from over there!"

"It makes sense," Jetray agreed, flying off in that direction. As the two followed the path of broken trees, the building became clearer. "Looks like an abandoned factory…"

Jetray flew the two of them down and set Kevin gently on the ground before descending himself and transforming back into Ben. The two stared up at the cold, stony building, chilled just by its abandoned appearance. "Looks pretty deserted," Ben remarked.

"You think?" Kevin asked, walking over to the other side of the building. Ben followed him and his jaw dropped as he saw a very new looking huge metal door on one old stony wall. "Now what would you need a door that big for?"

"This must be where the Salamanders are being kept!" Ben reasoned. "It makes sense – the path comes from here, and that door is huge enough to let those monsters out for sure." Ben stared at the huge metal wall. "Now we just have to find our way in—Kevin!"

Kevin, never cautious, had already run up to the door, absorbed the thick steel, and had forcibly ripped the door aside with brute strength. Ben, flabbergasted, could only call after Kevin as he ran into the factory blindly. "Kevin, wait!"

"Where are you?!" Kevin shouted, looking around the dimly lit factory. He could barely make out his surroundings. "If anyone's in here, come on out! I got some questions for you!" To illustrate what he meant by "questions", Kevin slammed his two fists together, creating a resonating sound that echoed throughout the building.

"Kevin!" Kevin turned to see Ben wandering in after him, whispering. "Keep it down! Discretion is the better part of valor—"

"Rrrrr…"

Ben was interrupted by a distinct growling sound coming from the echoing darkness. Kevin and Ben immediately snapped to attention, looking around for whatever had made the sound. "You hear that?" Kevin asked, and Ben nodded. "Who's there?!" he shouted, and his voice echoed throughout the building, resonating back at the both of them.

"RAAAARRR!!"

The boys heard a clicking sound that reminded them of a door opening, and a huge roar filled their ears. They turned their heads frantically looking for whatever was growling, but before they knew what was going on, Kevin had been tackled to the ground.

"Get off me!" he screamed as the monster growled and tried to drive its claws into his neck. He could barely see what was attacking him, let alone fight back. The monster scratched and bit at him uncontrollably, trying to break through his steel shell. Overpowering it, Kevin pushed the monster off him, throwing it against a wall. It fell down to the ground and whimpered for a bit, trying to get back up.

"What is that thing?" Kevin asked as they both tried to see through the darkness. "Not another Salamander, that's for sure."

"I don't know—" Ben began, but was once again cut off. Bright lights, unnatural for the factory, were suddenly turned on, blinding both Kevin and Ben. They covered their eyes and tried to adjust to the brightness, slowly blinking open their eyes. "Wait a second…"

Kevin and Ben focused their vision and looked towards the monster that had attacked them. Both of their eyes widened as the monster rose to its feet, pulling its long red hair out of its face. There was no doubt – the ripped blue sweater and black skirt, along with nearly destroyed nylons and long red hair – she was deformed, she was violent, she wasn't herself, but she was definitely—

"Gwen!" Kevin shouted, terrified. He ran towards her, "Gwen, I'm so sorry! What happened to—" But Gwen obviously didn't want Kevin's concern, as she simply lashed out at him again with her huge claws, trying to gut him. "Gwen! What's wrong with her?!"

"Something's transformed her into that!" Ben shouted, fiddling with the Omnitrix.

"Not something," a young woman's voice echoed through the vast factory, and Ben redirected his attention to where the voice was coming from. Even though Kevin was trying to escape Gwen, he too caught a glimpse of the young frizzy haired girl and the lumbering blond boy at the top of a tall control tower, "Some_one_ transformed her into that! Me!"

"Who are you?!" Ben shouted.

"You don't know me?" the girl laughed cruelly, "That's funny, because I know _everything_ about you, Ben Tennyson!" She clenched her fists and stared down at Ben, an angry glare in her eye. "You _ruined_ my Uncle, the great Dr. Animo!"

"Your uncle?!" Ben asked, his eyebrows raising. "So you were the ones making those Salamanders!"

"Uncle taught me everything about his research!" the girl said, "I'm his heir, Chondria Animo, destined to carry on Dr. Animo's greatness!"

"Your Uncle's insane, and so are you!" Ben retaliated, fiddling with the Omnitrix again. "And since you know everything about me, you know what's going to happen if you don't change my cousin back right now!"

"Use your pathetic Ominitrix!" Chondria laughed. "It'll be no match for the brains of Dr. Animo and his heir!"

"It was a match for him before!" Ben snarled as he looked around at the piles and piles of machines that Chondria had built developing her monsters. "And I now the perfect alien to dismantle your whole factory from the inside out!"

Ben turned the dial of the Omnitrix one more time until it rested on his gooiest alien, Goop. Slamming the plate down, Ben felt his muscles and bones start to proverbially melt. His brain seemed to separate from his body as his consciousness was transferred to Goop's tiny control device.

"Mito!" Chondria turned to her brother, and Mito nodded. Without any warning, he jumped off the high control tower, and Goop gasped and dove forward to save Mito.

But Mito needed no such saving. Just as he had done earlier that night, Mito began to transform into his monstrous other form, wings bursting from his back, arms and hands growing ripped with muscle. Goop moved out of Mito's way as he flew down and made a swipe at the jelly alien. His claws sailed right through Goop, but he continued his assault, keeping Goop busy.

Kevin was busy himself trying to fend off Gwen without hurting her. Gwen wanted nothing more than to mercilessly kill Kevin with her bare hands, and Kevin knew he couldn't fight back even if he had the strength to. "Gwen! Snap out of it!" he shouted, blocking along slice with his steel arms, which were becoming more and more scratched with every swipe. "GWEN!"

"She can't hear you!" Chondria laughed cruelly, and Kevin blocked Gwen long enough to look up at Chondria will disgust. "She doesn't even recognize you! I've completely altered her brain!"

"Turn her back now, or I'll kill you!" he screamed. "I swear to God, I'll kill you!"

"You're not in a position to be making threats," Chondria smirked. "Then again, you could probably beat Gwenny to a pulp and come after me. But she's not going to stop until one of you is _dead_."

"You little—" Kevin began, but was cut off by a hard punch to the face that sent him slamming into a nearby wall. His steel coating stayed on rather well, but he still felt the pain of the slam. He turned back towards Gwen, but she was already on him, attempting to dig her sharp teeth into his arm. He screamed as her teeth pierced the steel and subsequently his skin, and, as a reflex, punched her back, knocking her off his arm and to the ground. "Gwen! Are you okay? I'm sorry, I—"

"I told you!" Chondria laughed once more, "She's long gone! Might as well treat her like what she is," she looked down at Kevin with an awful, dark, sinister glare. "A monster."

"YOU'RE THE MONSTER!" Kevin screamed, grabbing onto the base of the control tower and shaking it violently. Chondria gasped and grabbed onto her control panel for support as Kevin attempted to rip the tower apart. But he didn't get to finish his attack – Gwen had slashed his back and he felt her claw tips rip through the steel shield.

Meanwhile, as Kevin and Gwen grappled, Goop was having his own trouble with Mito. Even though he could simply goop his way through Mito's hard punches and kicks, he wasn't able to get around the behemoth either. Goop kept its control satellite far above Mito's head, for fear of it being destroyed, but that also restricted Goop's mobility.

"Who are you anyway?!" Goop's high pitched voice asked, letting Mito slash through his goo once again.

Mito was obviously not interested in conversation as he slashed over and over through the goo with no affect. He began to grow frustrated and grabbed Goop's goo and smashed it between his fingers. But the tiny control center simply picked up the goo and reassembled the gooey alien.

"Mito is one of our Uncle's first great creations!" Chondria yelled down to Goop, whose control center moved to look up at her. "My brother had the honor of being one of Dr. Animo's first human guinea pigs!"

"Your brother?" Goop asked. "That's sick! He turned him into this monster!"

"Mito's pretty dumb and isn't good for much else than fighting," Chondria crossed her arms. "So this form suits him well. Takes advantage of his brawn."

"Mito, are you listening to her?" Goop asked, gathering up the goo of his form and levitating it above the angry Mito's head. "She doesn't care about you at all! Why are you fighting like this?!"

"She's my sister!" Mito growled out the words, his diction slurred by his abnormal mouth. "I have to look out for her!"

"She's just using you!"

"Get the flying machine, Mito," Chondria called down to her brother, and Goop realized he was in trouble. "That's what's really controlling it!"

Goop's eyes widened as Mito's huge, blood-shot eyes turned towards the control satellite. He reached for it, and Goop had to fly away quickly to avoid the huge fingers threatening to crush him.

"Sorry!" Goop's eyes frowned at Mito as he came charging at him, "But I've gotta get past you!"

Goop's satellite charged forward, dragging Goop's body along with it. Mito reached up to grab the satellite, but his fingers nearly missed, and Goop instead wrapped around Mito's body, encasing his torso in the slimy substance and threatening to crush him as it pulled tighter and tighter. Mito screamed, his wings bending until the stress of Goop's crushing hold. Mito spat, trying to scream but lacking air.

"Give up!" Goop shouted up to Chondria, who looked on with mild interest. "Fix Gwen or I'll crush him!"

"Do what you like," Chondria muttered, and Goop's eyes widened. He slackened a bit on Mito, which turned out to be a mistake.

The mutant tore away at Goop, breaking free of his hold with his monstrous strength. Trying hard to piece himself back together, Goop was strewn across the factory, his satellite buzzing around trying to collect the pieces.

But Mito was too quick – with lightning reflexes, he grabbed the satellite and tried to crush it. Only a small bit of Goop had been collected and was currently crawling on the ground, barely able to move. "Why are you doing this?!" he squeaked out as Mito continued to try to crush the satellite. It was made of an extremely hard material, and even Mito's muscles were having a difficult time breaking the device. "She doesn't care about you! She's using you!"

"Sh-Sh-Sh-Sh-She's my b-b-b-b-big s-ssssiiissterrr!!" Mito spat out, his words slurring, his language choppy. It was obvious he had trouble speaking in this form. But Goop could understand him well enough, and could read the desperate expression on Mito's mutated face. "I-I-I have to h-hel-hel-help h-h-h-her!"

"No, you don't!" Goop insisted. "Why should you help her when all she does is treat you like you're nothing?!"

"Ch-Ch-Chondria is sm-sm-smarter than m-m-me…" Mito breathed, his wings seeming to crumple with every word. "Sh-Sh-She's right…I-I-I'm just…a d-d-dumb br-brute…"

"No! She's not!" Goop insisted. "You don't have to fight! And you're not dumb!"

Mito looked over at the tiny Goop on the ground, and suddenly, the device in his hands erupted into a bright green and black light. He shielded his eyes, and the next thing he knew, Ben was standing in front of him where the tiny Goop had been. He had transformed back.

"You don't have to fight me," Ben assured Mito. "Even if you love your sister, helping her do the wrong thing isn't what's best."

Mito frowned, and slowly, Ben saw his wings begin to grow smaller, his muscles loosen up, his eyes returning to a normal color. He was changing back, much to Chondria's dismay. "What are you doing Mito?! You had him right where you wanted him!"

"Look!" Ben told Mito, trying not to lose him to Chondria's shouting. "That's my cousin over there!" he pointed to Gwen, "And I love her a lot! But I'm going to have to fight her to change her back!"

"Chondria—"

"Is a lot like Gwen," Ben reasoned. "A monster."

"She's not a--!" Mito began, but Ben cut him off.

"No, she's not a monster, is she? You know a better side of her, deep down," Ben told him, and Mito looked at his shoes. "But she's lost that – you've got to help her find it again! That's your job as a brother! Not to mindlessly follow her!"

"Mito! Don't listen to him!" Chondria screamed. "He's the one who put Uncle in jail! He's just trying to fool you!"

Mito looked up at Chondria, then back at Ben. "Uncle Aloysius…was a monster."

"I know," Ben said sadly as he looked at the younger boy.

"But Chondria isn't that bad…" Mito murmured. "She always called me dumb and stuff…but…but she wasn't like this…not until Uncle got thrown away in prison."

"Don't let her become like your Uncle," Ben said firmly. "Stop her while she can still be stopped."

"I-I can't…" Mito murmured.

"Then let me," Ben suggested, placing a hand on Mito's shoulder. Mito looked at Ben, then back up to his seething sister. Finally, he turned around to the brunette boy and nodded. Ben gave Mito another pat on the shoulder and ran to the scaffolding of the control tower, fiddling with his Omnitrix.

"Don't move another muscle, Tennyson!" Chondria snapped, grabbing a device from her control desk. It looked like a detonator, and Ben froze up, staring at her. "Don't look so worried, idiot! I didn't put a bomb in here!" she laughed. "This is the detonator for the device in Gwen! It'll diffuse it and she'll go back to normal!"

"Let me guess," Ben muttered. "If I try anything, you'll destroy it?"

"Bingo!" Chondria cackled. "And Gwenny will be stuck like that! So make your choice Tennyson! Option A: Try to attack me and have Gwen stuck as a monster forever or Option B: Let yourself get offed by your dear cousin and I'll consider my revenge complete. I'll free her."

Ben looked up at Chondria, a dark glare in his green eyes. She stared back down at him, feeling quite pleased with herself.

Meanwhile, as Ben and Chondria stared each other down, Kevin was still struggling with Gwen, trying not to become her dinner.

Gwen sliced at Kevin, but he grabbed her arm. She retaliated by trying to punch him with her other fist, but he caught that one too and stared at her, trying to do whatever he could to reach her. "Gwen! I know you're in there! It's me – it's Kevin!"

"GARRRRHH!!" she screamed, golden spray flying from her mouth.

"Yeah, I know you're not too happy with me right now," he said, blushing a bit. "And you have every right – believe me!" Her teeth gnashed, trying hard to reach him. "But I didn't mean to kiss that girl! She just attacked me, I swear!"

Gwen's eyes seemed to glow even brighter, and she rose up one of her legs to kick Kevin straight in the gut. He flew backwards, skidding across the floor, before Gwen jumped on him. He had to react fast, grabbing her arms again, trying to hold her back. "Gwen! Listen to me! I wouldn't do that to you!"

She rolled the two of them over and, using her muscular legs again, kicked Kevin into the air, this time slamming him against a beam in the scaffolding. He came down, head hurting, steel coating wearing away. "Gwen!" he screamed as she came at him again. He wasted no time in absorbing more steel to protect him from her, but her onslaught of punches and kicks continued. He was tossed around the factory like a rag-doll, unable to fight back.

"Gwen…" he murmured, lifting himself up once more as Gwen charged at him. His steel shell was nicked and dented, but what more could he do? Nothing he could say was getting through to her.

Strangely enough, in that moment, as Kevin saw Gwen's monstrous form growling at him, ready to slice his head off, all he could think of was his conversation with Ben only an hour or so ago.

"_You're still scared," Ben said. "You put on a big, tough-guy image because you're afraid of letting anyone, especially Gwen, get close. Because if they get close enough, they'll see everything you don't want them to." Ben frowned at his friend. "You're distant Kevin."_

"_I'm not 'distant'!" Kevin insisted. "I'm around you guys all the time!"_

"_But you're never really with us, are you?" Ben asked and Kevin looked away. "You're always cracking sarcastic jokes, being tough, finding the next alien to beat up." _

"_Well, I guess it's not such a bad thing, to be distant," Kevin muttered, "after all, Gwen seems to like it."_

"_You're wrong," Ben said sternly, and Kevin turned to the brunette. "I notice it – when you're vulnerable, when you're open, that's when Gwen smiles at you."_

Kevin closed his eyes, and then opened them, determination in his look. Gwen's fist connected with his face, and he was slammed back into the wall again. But this time, when he got up, he undid his absorption, the stainless steel coating disappearing from his flesh. "Gwen! I'm not running away anymore!"

"GAAARRRHHH!!" Gwen couldn't hear Kevin – she just ran at him again, her long, claw like nails extended and sharp as ever. She was sprinting at him, eyes wide with fury.

"I'm not going to run away from you!" he screamed, opening up his arms as if she were running towards him to embrace him. "I'm not distant anymore! I'm right here Gwen!"

"KEVIN!" Ben screamed as he saw Gwen running towards him. "KEVIN, NO!"

But it was too late. Gwen sunk her claws into Kevin's stomach, and he gasped as he felt the sharp pain. Blood began to seep through his shirt, running over Gwen's hands. Kevin could feel his legs giving out, but he knew he had to stay standing, if only for a little longer. "I'm not scared," he whispered, raising his hand to pull her hair out of her distorted face. She looked up at him, confused as to why he hadn't fought back. "I'm not scared of you…I'm not scared of letting you see me anymore." He smiled at her, his head beginning to spin. "I'm right here Gwen," he repeated, eyes watering up as he looked at the creature in front of him, who, despite her strange mutation, was still strikingly beautiful. "I'm right here…" he whispered, and with what little strength he had left, he leaned forward and gently placed his lips against hers.

With that, he fell to the ground, her claws sliding out of him, his wound continuing to bleed profusely. Gwen stared down at him, then down at her bloodied claws. Her jaw began to tremble, and her muscles began to spasm.

"Kevin!" Ben screamed again, wanting to run to his friend. But his attention turned to his cousin as she did something that surprised all of them.

She began to sob.

She couldn't speak, but tears ran down her face as she fell to the ground over Kevin, her form racked with sobs as he continued to bleed.

"…one down," Chondria muttered. "Two to go."

"Not so fast," Ben said darkly, and Chondria looked down at him condescendingly. "Remember those options you gave me?" he muttered.

"Yeah, so what?" she asked, holding the detonator in her hand.

"Well," he snarled, "meet Option C:--" With that, Ben slammed down on the Faceplate of his Omintrix, and before Chondria knew what had happened, a gigantic dinosaur like creature was standing in front of her and had picked her up with its humongous hand. "HUMONGASAUR!"

"D-Don't you--!" she screamed, but Humongasaur had no sympathy for the writhing girl, He pulled at her hair with two of his mammoth fingers, and she screamed.

"Detonate it now!" he shouted.

"N-NO!" she screamed. "I won't!"

"Do it or I'll kill you!" he growled into her face, eyes nearly red with anger.

"Y-Y-You don't have the guts Tennyson!" she laughed, her confidence trying to regain itself.

"Try me," he snarled, but he had no chance to prove to Chondria if he was bluffing or not. Suddenly, all of them heard a "click" sound resonating from Gwen, and the next thing Ben knew, she had spat out the device and was beginning to spasm, just as the salamander monsters had. Humongasaur looked at Chondria, who turned her head around, eyes widened.

"Mito! You!" she screamed, and Humongasaur looked to see none other than Mito at the control panel, his finger on a button, his eyes looking sadly at his sister. "How could you?! You ruined everything!"

"This detonator was a decoy?!" Humongasaur snarled.

"The real device was always at the panel here," Mito murmured.

"I never told you that!" Chondria shrieked, writhing in Humongasaur's fist. "How did you know?!"

"I-I dunno," he shrugged, playing with his thick fingers. "You don't seem like the type to have…a detonator, you know."

Humongasaur threw Chondria down to the control tower, and she hit her head against a metal bar. She blinked rapidly, but lost consciousness, slinking down next to Mito in a crumpled heap. With a flash of light, Humongasaur had turned back into Ben and was running to his teammates' sides.

Gwen's spasming had ceased, and Ben saw, to his great relief, that she was pretty much back to normal. Her clothes were ripped in various places, she looked exhausted, and Kevin's blood was still on her hand. She hadn't stopped crying as she held Kevin's head up, trying to speak to him. "Kevin, I'm so sorry, I didn't mean…I didn't mean…" she could barely speak through her crying. "No…please no…"

Ben put his arm around her, also feeling tears coming to his eyes as he stared down at Kevin. "Th-this is…all my fault," she cried, shaking.

"No, that's not true," Ben assured her.

"If I hadn't…jumped to conclusions and run off," she whimpered, "none of this would have happened."

"Gwen…" Ben began, but Gwen shook her head.

"I just want to save him," she cried. "I just want to save his life like he saved mine!"

Gwen threw herself on Kevin, still crying, holding herself close to him. Ben looked on at the sight, his own heart beginning to ache slightly. None of this was fair – just when Gwen and Kevin had figured out their feelings for one another, and everything was going horribly wrong.

"Please, no…" Gwen whispered, fingering Kevin's wound where her own claws had pierced his flesh. "Let me help you…"

Ben looked down at Kevin's wound as Gwen looked at his unconscious face. While both were feeling a dragging on their hearts, as if both weighed a ton, they both held out a little sliver of hope.

And it was rewarded.

"Gwen!" Ben breathed in astonishment. Gwen flipped her head around to see that her own hand seemed to be gathering soft purple energy from Kevin's wound. She was drawing mana from him without even knowing it. She had never actively drawn mana before, at least not to her knowledge. From what her Grandma Verdona had told her, apparently Gwen's energy _naturally_ came from the things around her. But here she was, drawing life energy out of Kevin – the only question left in her mind was "why"?

But that too would soon be answered. The purple energy began to glow around Kevin's wound, and Gwen noticed his face contort in what might have been pain. She glanced back at the wound and saw, to her astonishment, that he bleeding had stopped, and the wound was being healed by her mana.

"Where am I?" Kevin murmured, opening his eyes to see the two astonished Tennysons looking down at him. "What? Something on my face?"

"Kevin!" Gwen cried out, throwing her arms around his neck and holding him close to her. Kevin turned beet red, but slowly returned the huge, smiling. "You're all right…I'm so relieved."

"Yeah, me too…" Kevin murmured. "What happened to the terrible twosome?"

Ben looked up at the control tower to see Mito had slung Chondria over his shoulder and was climbing down the tower's ladder. He reached the bottom and turned to them, "I…I guess I-I'll go to the police…turn us in."

"That's it?" Kevin asked, raising an eyebrow and allowing himself to be helped up by Gwen. "You're just gonna give up?"

"They'll incarcerate you," Gwen told them. "And the charges—"

"When Chondria wakes up, she's gonna be even madder than before," Mito mumbled. "So I should p-put her somewhere where she can't hurt people."

"Good thinking, pee-brain," Kevin joked, and Gwen frowned at him.

"Kevin!"

"No, it's okay. I know I'm dumb," Mito mumbled again.

Ben stepped forward, "I don't think so. You figured out that Chondria's detonator was a fake. None of us could've figured that out." Mito frowned and looked at the ground. Ben, smiling to himself, walked up to Mito and put a supportive hand on his shoulder, "And you're smart enough to do the right thing. I think Chondria's underestimating you."

Mito smiled up at Ben. "Y-Y-You mean it?" Ben nodded, and Mito smiled. "Thanks! Well…I'm gonna get going. I gotta walk to the police station."

Mito walked away from the trio, his sister still out cold over his shoulder. He maneuvered through the torn steel doorway out into the open air and began to walk towards the highway. The highway police station wasn't too far, but as Mito disappeared into the night, Ben and the others couldn't help but reflect on how far he had gone.

"I guess we should get out of here too," Kevin mumbled. "I think I can stand now."

"I know," Gwen said, not releasing him. He smiled down at her, and she smiled back up at him, the two still continuing to hold each other sweetly. Their faces reflected in one another's eyes, the two stared at each other, happier than ever for an uninterrupted moment.

* * *

"So how'd you change back anyway?" Kevin asked as he, Gwen, and Ben drove down the highway back towards the heart of Bellwood.

"Mito disengaged the device," Ben explained.

"And…well, it wasn't just that," Gwen murmured, blushing pink. "You helped me come out of it, Kevin."

"I did?" Kevin asked, and Gwen's eyes widened.

"Wait…don't you remember?" she asked, and he shook his head. "H-How much do you remember?"

"Man, it's all a blur," her rubbed his head, and Gwen's face fell in disappointment. "That stab you gave me must have given me such a shock, I forgot pretty much everything. Last thing I remember, I was fighting you—"

"Yeah!" Gwen said, "And do you remember what you said?"

"…Not really," Kevin sighed.

Gwen frowned and turned away, crossing her arms. She couldn't believe it – her first kiss and the kisser didn't even remember it. "Wait – are you mad?" Kevin asked, raising an eyebrow in disbelief.

"No."

"You're totally mad at me!"

"No, I'm fine."

"If this is about Cassie," he started, "I did _not_ mean to kiss her! She jumped me, I swear!"

"Why should I care?" Gwen asked, pushing her hair out of her eyes. "After all, it's not like…"

"It's not like what?" Kevin asked, frowning.

"It's not like…we've ever kissed or anything," Gwen murmured, and Kevin blushed pink. Ben looked at Gwen, but decided that it was definitely better to stay out of the situation. Kevin looked ahead at the road, suddenly feeling a dull pain in his head. "And why would we?!" Gwen asked. "It's not like we're dating!"

"Yeah…" Kevin murmured, frowning and clutching the steering wheel.

There was an awkward silence in the car, and finally, Kevin turned to Gwen. "I'm really glad you're okay." Gwen's eyes widened, and she turned to look at Kevin, whose face was still pink. "I mean…_really, really_ glad. I was afraid…back there. If you left m—us…I don't know what I—_we'd_ do."

Gwen's lips parted in sweet admiration for Kevin's honesty. Even if he didn't remember the promise he'd made her earlier, he was definitely acting on it. He had never been this open with his emotions before. And even though she could tell that he wasn't quite ready to open up completely, she had seen the glimmer of hope that would keep her hanging on.

Before Kevin could say anything more, Gwen unbuckled her seatbelt and leaned over to give Kevin a kiss on the cheek. Kevin nearly veered off the road, but managed to keep his cool as Gwen coyly slipped back into her seat and rebuckled her seatbelt, smiling at him sweetly.

Kevin smiled too, the warm spot on his cheek radiating with her lips' touch.

* * *

"Let me _go! _Do you KNOW who you're imprisoning here?!"

"Oh, we sure do little lady. Your Uncle has given us loads of trouble in the past. Apple don't fall far from the tree, do it?"

"I'm the great Chondria Animo!" Chondria shrieked as she and Mito were led towards cells in handcuffs. They had been transported from the Bellwood police station to a station up north. Chondria had woken up only an hour before they had arrived, and had been screaming and shrieking ever since. "And you peons have no idea what you're getting yourselves into--!"

Mito remained silent, also hand-cuffed. He looked over at his writhing sister and smiled a bit to himself. He had been right – she was definitely angry.

"Look, we're cutting you a pretty sweet deal," the police chief remarked, and Chondria scoffed as they were led down the rows and rows of cells. "You think we transported you up here for you health?"

"What favor could you possibly do me?" she snarled, but her question would soon be answered. The three of them reached the back of the cell block, and Chondria and Mito were greeted by a very familiar sight. Their eyes remained glued to the prisoner in the cell adjacent to the one they'd be staying in, unable to believe their vision.

"In you go!" the police chief remarked, tossing the now calm Chondria and Mito into the cell and locking the door. The two of them scrambled to the front, staring across the aisle at the familiar prisoner.

"It can't be…" Chondria murmured.

The prisoner lifted his head, a cruel smile dancing across his pale, sickly face. His hair had thinned even more in the past five years, but his crooked back, wide crazy eyes, and long, spindly fingers were all the proof the siblings needed.

"Why hello there, children," Dr. Aloysius Animo smiled, licking his lips. "Come to visit old uncle Alyses?"

* * *

DUN DUN DUN.

Will there be a sequeal to this story? I'm really not sure at this moment. I've definitely set one up, but I'm not exactly raring to go on a sequel just yet.

For everyone who wanted Gwen and Kevin to throw them arms around each other and make-out passionately, sorry! Don't get me wrong, I love the Gwevin making out just as much as you guys do, but I felt it would be better to leave the story as sorta a "status quo" return, in order to make it feel more like a real episode. And this also allows for a sequeal should I choose to write one.

Thanks for reading this story guys! And I'm sorry the conclusion took so long to get to you!


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